Breaking Things Down
by MadnessJones
Summary: TF Prime AU: Everyone knows Knockout and Breakdown are teammates. Some even believe they're friends. No one sees the truth, however. No one sees Knockout's pain or what Breakdown's death actually means for him. No pairings.
1. Free

_Author's Notes: This AU idea came to me just a couple days ago, but I liked the idea so much I decided to just go ahead and start writing! I'm actually posting the first two chapters at once because the prologue here is so short. Also, I want to thank **RenegadeStarscream** for coming up with the title for this fic. I hope you guys enjoy this story, and please feel free to leave a review :)_

* * *

Prologue

Free

Knockout wiped off a test tube with a cleaning cloth before gently setting it back in place. His medbay looked pristine even if it was difficult to tell in the dim lighting of the Nemesis. Knockout silently wondered once again why warships always had to look so dreary. Oh well, no matter. As long as he kept himself busy everything would turn out fine. At least, that was what he always told himself.

Breakdown had been gone for three joors, or in earth terms 18 hours. While it wasn't unusual for Breakdown to take his time when on a mission for Lord Megatron, this was longer than usual, and Knockout couldn't help but notice. It was almost time for the big lug to recharge, and Knockout didn't want to have to stay up longer than necessary to wait up for him.

Knockout got out a floor buffer and started wiping away the pede prints left by that day's patients and huffed as he thought about what would happen if Breakdown was gone for much longer. Knockout was tired and didn't want to stay up all night, but at the same time he knew he couldn't recharge until Breakdown came back.

The medbay doors opened, and Knockout turned off the buffer and turned around; expecting to see Breakdown soiled and injured from the day's events. Instead he saw Dreadwing, and the navy blue seeker scowled even deeper than usual.

 _Oh great, what did I do to frag off the new guy?_ Knockout wondered as he made his way to the large wide-winged mech.

"Can I help you?" Knockout asked as he shifted on his hip; a practiced move that conveyed his disinterest and confidence.

"Knockout, I am here to deliver some rather grim news," Dreadwing replied; his tone somber and...what was that? Apologetic? "Earlier today Breakdown was tasked with accompanying me on an errand for Lord Megatron. We were to kill the traitorous SIC Airachnid, however she outran and outwitted us. Breakdown was killed while pursuing her. I am so sorry for your loss, Doctor."

"Where's the body?" Knockout asked in forced clipped tones; glaring up at the much larger Dreadwing.

"Well, the body was not recovered," Dreadwing admitted reluctantly, "We searched for hours, but have not been able to locate him. We believe he might have been-"

"I will not believe Breakdown is dead until I have his body," Knockout cut him off, "Find him, even a single piece of him, and I will believe you. I don't care if you have to bring back his severed head, I won't believe he's really gone without proof!"

"Knockout, I understand your pain," Dreadwing said in a rare moment of sympathy, "I too have lost someone important to me. My twin brother Skyquake was killed by an Autobot, and I live with that anguish every cycle."

"I'm sorry for your loss," Knockout replied tersely, "But you do not understand what I'm feeling, and that has nothing to do with the fact that you lost Breakdown's body! Now, if you have no further business here, then I need to get back to cleaning the medbay for tomorrow's patients. Good day."

Dreadwing turned to go, but before he did he turned around and said "Just so you know, I was named second in command in Airachnid's place."

"Congratulations," Knockout replied insincerely, "May the position be kinder to you than it was to Starscream and Airachnid."

Dreadwing left without another word, and Knockout let out an intake he didn't even realize he'd been holding. He walked over to the counter and leaned on it with both hands spread out. He just couldn't believe it. Breakdown was gone. No, it couldn't be true. He needed that body to make sure.

Knockout just stood there for a moment registering what had happened, and then trying to determine how he felt about it. Part of him was upset that Breakdown had died in such a brutal fashion, but that part was quickly suppressed. Then he realized how he truly felt. A smile crept over his face plate when he realized what this meant for him. He was free. Finally _free_. No more Breakdown. No more anguish. No more abuse. No more humiliation. _No more Breakdown_!

He looked up at the ceiling as if to thank a divine being, and then locked up the medbay for the night. He went into Breakdown's room first, and flipped over the berth and laughed hysterically. He knocked Breakdown's possessions onto the floor and kicked them into a messy pile! He felt absolutely giddy as he ripped old photos off the wall and broke a table lamp. Knockout hadn't even realized it, but he had wanted to do that for vorns!

Once his path of destruction was over, he casually walked to his own room and layed down on his berth. He knew that for the first time in millennia he would recharge peacefully. He was finally safe. He was finally free of Breakdown forever. It had only taken 5 thousand years...


	2. The Towers of Iacon

Chapter 2

The Towers of Iacon

It was the Golden Age of Cybertron. Golden Age seemed a fitting word for it too, given that the planet now had the lowest crime rate it recorded history, Iacon's golden towers were more numerous than ever, and the senate was working in unity to ensure the future prosperity of the elite class. This was the charmed world in which Knockout lived, and he enjoyed every minute of it.

Sure, there had been some talk of a radical named Megatronus trying to usurp the Prime's position, and of a new Prime being chosen by the Matrix of Leadership, but that hardly seemed the concern of the aristocracy. It was a problem far away in the slums of Kaon and the senate buildings of Polyhex. No dark portents could touch the golden towers.

On this particular orn Knockout was attending a fundraiser with his parents and little sister. It was a charity banquet to raise money for the victims of a mine collapse in Kaon, and the family was polished and poised as they posed for pictures. Knockout's father was the personal physician to Senator Ratbat, and his mother was an actress that had played in many blockbuster broadcasts. He hoped to one orn break into acting just like his mother.

"Did we _have_ to come out to this boring party?" Knockout's sister whined, "I have to study for my exams or I won't get into the Iacon Science Academy! I want to go home!"

"Hold your glossa," Knockout's father scolded the young femme, "These events are important. Donating money to these fundraisers is how we give back to the lower castes that make our lives easier. They need us."

"Who cares?" The little purple femme continued to complain, "They're just a bunch of dirty, ugly, bulky blockheads!"

" _Radiance_ , where did you learn to say such vile things?" Knockout's mother snapped in revulsion, "I know your studies are important, but don't take it out on those lower on the social scale than yourself. I mean, what if it was you that had to sweep the streets or drudge all orn in a factory? Wouldn't you want those above your caste to care about what happened to you?"

"My teacher says low caste mechs are brutes that would rob and kill us all if the senate didn't keep them in line," Radiance replied haughtily before turning to scribble on her data pad.

The parents shared a look of disappointment at their spoiled daughter's behavior. It was unseemly to say such things at a charity event to aid the victims of a tragedy.

"What will you study at the academy, Radiance? How to increase the temperature of your intakes?" Knockout asked snidely.

"What?" Radiance asked in confusion.

"I just said you were full of hot air," Knockout replied with an impish smirk.

"Ooh! You _stink_ , Knockout!" Radiance yelled at her brother before pushing him so hard he nearly fell out of his seat.

"Younglings, control yourselves!" Knockout's father hissed, "You will learn to behave or you will never get anywhere in life. Do you want second-rate bondmates? Low career opportunities?" They shook their helms. "No? Then stop acting like a couple of sparklings!"

"Yes, father," Radiance replied in a subdued tone of voice.

"I apologize too, father," Knockout added shamefully, "I shouldn't have goaded her. So, um...want to walk with me to the silent auction display?"

"No son, I intend to mingle with the owner of the Cutie Copper Energon Corporation. You feel free to take your leave if you wish," Knockout's father replied placidly.

Knockout watched as his parents sauntered over to a large gathering of well-to-do mechs and femmes. Knockout hated to admit it, but like Radiance he was also getting bored. No one was at the silent auction tables yet, however, so he figured he could get some privacy over there.

Knockout was looking over the items and trips he could bid on when he suddenly heard a loud sound coming from outside. It was weird that he could hear anything, since the towers were designed to block out the noise of the city streets below. He went to the window to see if he could tell what was going on, and was confused to see the sky was nearly black with the silhouettes of seekers and the streets were filled with chanting grounders.

 _Is this a parade?_ Knockout thought to himself. _I don't remember it being a holiday..._

Before he could question it any further, however, he saw that the seekers were firing their weapons at various buildings; including the one he was in! The grounders below were tearing apart the towers from the bottom, and the seekers were collapsing the roofs from the top!

A few questioning murmurs could be heard in the crowd, but no one yet knew what was going on. Knockout had to warn them!

"Father, Mother, Radiance!" Knockout shouted as he ran toward them, "The tower is going to collapse! Terrorists are attacking the neighborhood! We have to get-"

Before Knockout could finish his sentence, however, a chandelier fell on top of him, and before his entire world went black all he could think about was the pain in his helm and the panic he felt for his family.

* * *

Knockout awoke in total darkness with a heavy weight bearing down on his chassis. He moved around just to see if he still could. His left leg couldn't move, but his other extremities were fine. He could tell from the way everything felt that he was buried under the rubble of the collapsed tower. He had been on the 32nd of 35 floors. He knew he was lucky to still be alive, and hoped that his family shared the same luck. At this point he wouldn't even mind his little sister's annoying comments.

He clawed his way through the metal and debris slowly. He worried that the rubble would collapse again and crush him this time, but he had to keep going. It was his only chance for survival.

After several breems Knockout finally saw light poking out of a small hole, and knew soon he would be free. He climbed with renewed vigor, ignoring the pain in his knees and the uselessness of his left leg, and managed to bore his way out of the wreckage and onto the surface!

When Knockout looked around he was stunned and horrified by what he saw. The landscape was flat where once there had been huge towers. There were piles of dead frames stacked into heaps by the Decepticon terrorists, and Knockout could see in the pile nearest to him a familiar purple frame. It was Radiance.

Knockout rushed over to where the mass of bodies was located and searched for anyone who might still be living, but there was no one. In that time he found his parents and confirmed that his sister was indeed there. He was alone. He had been orphaned and was probably the only survivor of the falling tower. He fell to his knees, his bum leg no longer able to support him, and he hung his helm in sorrow.

The red mech's mourning period was soon interrupted when a huge shadow fell over him, and he swiftly turned around to see a large blue mech standing over him with two huge hammers in place of hands and simple looking yellow optics. The working class frame and venomous stare told Knockout that this was one of the attackers, and he was very much doomed.

Knockout backed away from the mech as quickly as he could, but his back hit a piece of the building jutting out from the wreckage, and he was pinned between the debris and this hulking beastly Decepticon!

"P-Please, don't hurt me!" Knockout pleaded as he gazed up at the mech with beseeching optics, "Please sir, I'm unarmed!"

"Oh sure, that's just like a rich glitch," The mech spat in hatred at Knockout, "When you have all the power you lord it over us and treat us like scrap, but when you're cornered all you know how to do is beg for mercy. You may act nice now, but you still think you're better than us even after all this! You make me sick, you entitled self-important piece of slag!"

"No, wait! _Please_!" Knockout screamed; transmission fluid leaking out due to the heightened level of fear he felt in that moment, "I don't think I'm better than you! My family...they died when the building came down. Please sir, I'm all that's left of my family line. I'll do anything! I'll prove I value you every bit as much as myself, I promise. Just please give me one chance, just _one chance_ please!"

"You'll prove it? How?" The mech asked; curiosity piqued.

"I'll work as your slave," Knockout offered in a final desperate attempt to save himself, "For however long you want me. For the rest of my life if that's what it takes, just let me survive I beg you."

"You're serious?" The blue mech scoffed, "You think I'd let you live when I've already killed dozens of others like you? What makes you so special?"

"Just picture this scene for a moment," Knockout replied quickly as he held up his servos to will the dangerous mech to restrain himself, "Picture that you've had a hard day at work. You're tired, you're dirty, and you just want the world to go away. Now, you come home, and I've already poured your energon and cleaned off your favorite chair. The energon is your favorite flavor. You sit down, refuel, and I buff the dirt and scratches off your frame. Then when you get tired I plug in your recharge berth and turn the lights out for you, and then clean up in the living room. When you wake up, all you have to worry about is work. Everything else has been taken care of."

"You're a good storyteller, glitch," The mech replied casually.

"Just give me a chance," Knockout pressed his advantage, "I can make you happy, I promise. I just don't want to die, that's all I ask."

"Well..." The blue mech thought for a moment, and then asked, "What do you know about medical care?"

"Not too much," Knockout admitted, "My father was from the medical caste, however. I learned a little from him, but not enough to-"

"Good," The other mech cut him off, "You see, I can't exactly tell people you're my slave. I'm not an officer in Megatron's army; just an enlisted mech. Low ranking soldiers can't take prisoners alive, so I'm gonna have to make up a story as to why you're traveling with me. What's your name?"

"Knockout," Knockout replied hesitantly, "And you are?"

"Breakdown," Breakdown replied roughly, and then started pulling out medical equipment to treat Knockout's leg, "Okay, so here's our story: You're a medic from Straxus that joined the cause to serve Lord Megatron, and I'm your assistant. I'll teach you what I learned about medicine down in the mines so you can be more convincing. You blow your cover, however, and there's no way I can save you. Remember, you're from Straxus, you're a mid-caste medic, and I'm your assistant."

"Wouldn't it make more sense if- ow! If _I_ were _your_ assistant?" Knockout asked as he tried to ignore the painful ministrations Breakdown was performing on his ankle joint, "It might look suspicious if my _assistant_ is ordering me around."

"Then I'll just wait until we're alone to give you your orders," Breakdown replied with a shrug, "Look, there's no way anyone will believe you work for me, not with that frame and paint job. It's much easier to believe I'm your bodyguard or something. If anyone finds out the truth they'll kill you, and they might kill me for keeping an enemy alive. If you really want to survive this, then you'll do as I say. Understand?"

"Yes, Breakdown," Knockout sighed in defeat.

Knockout knew he had pretty much sold his soul to this big brute, but he also knew he had no choice. He was frightened of what the Decepticons were capable of, and he didn't want to be crushed to death under Breakdown's hammer. His family was gone, and he was all alone. He knew he belonged to Breakdown now. He just hoped the large Decepticon wasn't an abusive master.


	3. Breakdown

_Author's Notes: Well, a bit of sadness going on in my life right now. My cat died quietly yesterday after losing the batte to old age. She was 18 years old, just 3 months shy of 19. It's going to be weird not having her around, since she's been in my life since she was only 4 weeks old. RIP Tiger: Feb. 16, 1999 - Nov. 5, 2017. Well, since it's a sad occasion for me, time for an update to a sad fic. This entire chapter takes place pre-earth, but future chapters will probably flit around between earth and Cybertron. I think it turned out well, and hopefully I can update this one a bit more regularly. Anyway, here is the next chapter of "Breaking Things Down"._

* * *

Chapter 3

Breakdown

Knockout was sure he'd be turned in to the Decepticons for execution when he followed Breakdown to the rebel faction's camp. He still feared this Breakdown character would betray him and laugh when he was vaporized or torn apart. He managed to stop himself from shaking when they finally made it to the camp, but still allowed Breakdown to do most of the talking for him.

Much to Knockout's surprise however, Breakdown's story was accepted without question. Breakdown told his commanding officer, a huge grounder named Motormaster, that he was apprenticing under Knockout; a medic from Altihex. Motormaster was gruff and looked at Knockout the way one would look at a scavenging animal trespassing on private property, but he also was dumb enough to not question why a Decepticon officer looked so shiny and had gold accents on his tires.

Knockout learned after a few orns of being there that there was a good reason Motormaster was so forgiving of their flimsy story. He was Breakdown's older brother. Being of the high caste, Knockout was used to seeing nepotism in the workforce, but he had always assumed low caste mechs didn't do such things. Apparently he had been too optimistic about the virtues of the oppressed classes. That was the fault of his parents, he mused, since they had taught him that low caste mechs were a kind people that deserved sympathy and charity. If only they knew the truth.

As Knockout became familiar with the Decepticons he began to realize something. These were mechs that had been used and abused their entire lives. This treatment gave the workers a lifelong distrust of others and a burning desire for power. These mechs were loners that had put aside their differences to defeat the council. If they won, however, then they would only end up killing each other, because there was no way such selfish misanthropic beings could cooperate indefinitely. Yes, truly Knockout had no respect for his unwitting captors.

Of course Knockout didn't have much time to worry about such things, since the Decepticons wasted no time in putting the closet noble to work.

Knockout fumbled through his first surgeries, and the patients didn't exactly trust him, but soon he got the hang of the routine. Nobody forced him to quit or tried to kill him (mostly because he was the only medic in the entire regiment). Breakdown had been taking care of injuries before that, but he wasn't a licensed medic. If only they knew that Knockout wasn't either.

The ruse worked quite nicely, and Knockout was grateful for the limited status his station provided, but then the orn came when his mettle was tested. Breakdown burst into the medbay one orn with hurried movements, and Knockout could already tell that something was wrong.

"Hey Knockout!" Breakdown called the red medic, "We've got wounded downtown! They can't transform, so we have to go get them. Come on!"

Knockout gulped in dread but then transformed into his beautiful race car alt mode. He hadn't been called to the front lines before, but he didn't want to leave anyone out there to die; not even his planet's new oppressors.

* * *

It had been one of the worst experiences of Knockout's life, only to be compounded by even more bad experiences. The mechs they had been tasked with saving had been damaged beyond recognition. Knockout had never seen such bloodshed, and the sight sickened him.

He tried to keep his composure as he was ordered to repair fuel lines and damaged parts. When he saw a mech with a blasted open chassis and a severed helm, however, Knockout purged right there on the spot! Motormaster, who had come to transport the wounded in his cargo hold, saw Knockout's reaction to the grisly situation and beat him for his cowardice while Breakdown continued repairs. When they returned to their base, Knockout had been pulled into Breakdown's quarters and beaten again for embarrassing him in front of Motormaster and leaving him with all the work.

Knockout nursed his wounds in silence back in his room. He hated being here, that was true, but this was the first time he had been so severely damaged by his so-called _comrades_. It would only be the first of many instances when he would be beaten twice for the same infraction.

Breakdown knew he couldn't harm Knockout himself lest questions arise about why a medic would take such treatment from his apprentice. Breakdown could, however, attack Knockout when he was already damaged, because then no one would question the injuries. Therefore whenever Motormaster punished Knockout, the newly trained medic knew that Breakdown's _lesson_ wouldn't be far behind.

The sickest part to Knockout however wasn't the beatings Breakdown gave him. It was the fact that after every one Breakdown himself would be the one to treat his battered servant's injuries. It was a never-ending cycle of making mistakes, getting beaten to scrap, and then getting patched up by his attacker. Yet he couldn't tell the other Decepticons. If they knew the truth about him he would be killed. No one knew or cared what happened to Knockout.

This thought gave Knockout a new perspective on his situation. When he was a sparkling and had learned about slavery in the Pre-Golden Age, Knockout always pictured mechs being publicly whipped, forced to wear chains, and being forced to work in mines and energon refineries until they collapsed and were replaced. What Knockout was experiencing however was much more insidious and subtle. He was free to roam the grounds, his colleagues had no idea of his slave status, and his job was one many would consider honorable. Nobody saw behind the scenes. They didn't see Breakdown's hammers smashing into his helm and body, or hear his verbal abuse. They didn't understand the fear Knockout had of being discovered as a noble and killed by the very Decepticons he served.

Knockout was thoroughly trapped, yet to the rest of the world he was normal. The red mech didn't know whether the situation was worthy of bitter tears or hysterical laughter. The universe made a fool of him, and in turn he made a fool of his superiors. Thoughts like these weren't healthy, but they kept Knockout from feeling too depressed.

* * *

For 10 vorns Knockout worked with Motormaster's regimen as they moved from one location to another. After the attack on the Golden Towers the Decepticons took down Polyhex, Helex, Kalis, Nuon, Altihex, and Simfur. Kaon, Tarn, and Vos willingly joined the Decepticons in their cause, though each for different reasons.

Tarn was an oppressed mining town that had tried and failed to receive fair treatment from the council, but all to no avail. Even their own senator was punished for daring to suggest the council wasn't being fair! Despite the manner in which their senator was changed the people actually held a higher regard for the emotionless cyclops than for the council, and they proved it by joining the Decepticons.

Kaon was one of the poorest city-states, yet at the same time was home to a thriving entertainment industry. Many mechs there were wowed by Megatron's charisma and talk of change, so they were able to be swayed by words alone.

Vos saw what was happening to other city-states and their senator felt it would be prudent to ally himself with Megatron. As it turned out even that wouldn't save Vos, since the Autobot council under Sentinel Prime leveled the entire community from its ground-bound buildings to its floating glass complexes. Rather than push the seeker population away from the Decepticons however, it only made them even more fervent in their loyalty to Megatron's cause.

Knockout was barely aware of any of it. His only job was to repair the Decepticon troops that came through his medbay and obey whatever other asinine orders Breakdown and Motormaster came up with for him.

One thing that Knockout noticed over the vorns was how the other Decepticons viewed him and Breakdown. The two were hardly ever apart, and while the actual reason was that Breakdown didn't trust Knockout to not run away, that was not the impression they gave off. Other Decepticons believed the two were not only colleagues but also best friends.

 _Friends_. It was absurd! Knockout hated Breakdown with every fiber of his frame. He would fantasize about Breakdown stepping on a landmine and disintegrating or making a sharp turn and exploding when he crashed against a flag pole or something equally all-consuming. He never imagined gruesome injuries, however. Knockout didn't really like gore and he certainly didn't like the idea of being forced to repair Breakdown yet again, so his twisted fantasies always involved a manner of death that destroyed Breakdown's body completely.

There was a bright side to the rumors, however. Breakdown liked to play up the role of good friend and assistant for reasons Knockout didn't really understand, so he would often do favors for the medic. He would buff out dents and scratches on Knockout in hard to reach places, he would bring the doctor his energon rations, and sometimes he would even do some _actual work_ around the medbay. Even though the threat of termination was still in the back of Knockout's processor, he had to admit that the blue brute was at least decent enough to treat him well in public.

Of course Knockout's good fortune and comfortable routine couldn't last forever, and there was one time in particular that would forever haunt him.

It all started after the camp had set up just outside Praxus. Knockout's medbay was still in shambles from all the moving around they had to do. It seemed every time the group took over a city-state and got comfortable they would have to bug out again. This was annoying to Knockout, but he wasn't about to complain. Complaining meant Motormaster had another reason to hurt him, and that meant Breakdown had another reason to hurt him too. So he did his job and told himself to remain calm and confident. That would help him survive another orn.

As Knockout sorted the medical grade energon cubes into their cabinets he heard a commotion outside. He opened the door to his small makeshift medbay (which was little more than an oversized crate with his stuff in it) and poked his helm outside to see what was happening. He saw two of his fellow subordinates, a couple of rookies named Lugnut and Thrust, holding a struggling Autobot prisoner by the arms while Motormaster beat the slag out of him.

Knockout winced with each blow, but then remembered that someone might be watching, so he composed himself and went back into the medbay. If the Autobot had information they wanted he would be in the medbay before long. If the Autobot was useless then he would be executed. There was nothing Knockout could do until that decision was made, so he waited.

He didn't have to wait long. Motormaster came in with the prisoner a few breems later and unceremoniously dumped him on the only available berth.

"Make him talk, then report back!" Motormaster barked before leaving; not even waiting for Knockout's reply.

As Motormaster walked out Breakdown walked in, and Knockout sighed longsufferingly before he even realized he did it, and then looked wide-optic'ed back at Breakdown to make sure he wasn't offended.

"Alright doc, let's see what parts of this guy we can still dent," Breakdown said casually as he started rooting around for implements.

"It...It won't...matter," The prisoner croaked out in a tower accent, "I'll never talk to...you Decepticon...scum."

Knockout turned around quickly when he heard that voice. He would know that voice anywhere! It was Tracks; one of his best friends back in Iacon! They had been friends since primary school when they were only sparklings, yet they also had a healthy rivalry about which one of them was the best looking. It was all in good fun back then. Knockout looked at him now, and saw the many injuries and leaking energon. Tracks was literally broken, but his spirit seemed to still be intact. Knockout wondered briefly what that felt like, and was almost envious of Tracks' resolve when faced with pain and termination. Why did he have to be such a slagging coward?

"Alright doc, which do you prefer?" Breakdown asked as he held up two nefarious looking instruments, "This one scratches the armor just deep enough to hurt without hitting fuel lines, and this one drips acid at a very slow rate. About one drop per breem if I remember correctly."

Knockout recoiled from Breakdown and the torture devices. Normally he didn't allow himself to react so strongly, but he couldn't help it this time. He was expected to _torture_ his childhood friend for information? He was expected to choose a monster like Breakdown over Tracks? Everything inside Knockout was screaming at him to run, to drive away and hope the Decepticons didn't catch him. Despite this though, he found he couldn't move. All he could do was stare at the instruments in Breakdown's large dangerous servos.

"Hey, are you just gonna stand there all day?" Breakdown asked harshly, "I'm not gonna do this by myself. Get over here, you lazy glitch!"

" _No_!" Knockout yelped before he could stop himself, and then flinched at his own forceful yet desperate voice.

" _Knockout_..." Breakdown's voice held a low warning tone, "Get over here _now_."

"Kn-Knockout?" Tracks rasped before lapsing into a coughing fit.

"Shut up, you!" Breakdown snapped at Tracks.

"I can't do this," Knockout finally replied; his voice small and mournful, "Breakdown, I can't do this. I've known him since we were sparklings. We were best friends. Please don't make me do this to him. He's my best friend."

"Aw, and here all this time I thought _I_ was your best friend," Breakdown replied mockingly, "You get one chance to get out of this without being charged with treason. You get over here and do your job, _now_!"

"My job is to _heal_ people, not to prolong their suffering!" Knockout yelled despite his own terror, "I am a doctor, and my job is to care for those that are injured and sick!"

"No, you're not a doctor, and your job isn't to heal," Breakdown used a tone one would use when explaining a concept to a small child as he spoke to Knockout, "You are my slave, and your job is to do what I tell you to do, and I'm telling you to take this dermal prod and tear this Autobot a new one."

"Knockout..." Tracks gasped as he struggled to sit up, "How...How did this happen?"

"I told you to _shut up_!" Breakdown screamed as he pushed Tracks back down on the berth and strapped him in place even as he struggled to get away.

"Breakdown found me after the attack on the Golden Towers 10 vorns ago," Knockout chose to answer Tracks rather than acknowledge the tension, "He spared my life in exchange for my servitude. I normally wouldn't even consider disobeying him, but I can't torture you. This is a line I simply cannot cross, no matter how much of a worthless piece of Decepticon scrap I've become."

Knockout stopped talking after that. Self depreciation wasn't something Knockout was used to, and it actually hurt him to admit something was wrong with him on any level. He had to admit it though; he didn't like where his life had led him. He didn't like being a Decepticon and he didn't like being at the beckon call of another mech. If he didn't want to live so badly he might've already tried to run away by now, but he just couldn't muster up that much courage.

Breakdown snorted derisively and said "You are such a strutless scraplet, Knockout."

"I know," Knockout whispered ruefully.

Breakdown then walked closer to Knockout, and the medic cringed as he prepared himself for the first blow. Instead, however, Breakdown walked past him and opened the door to the medbay.

"Get out," Breakdown growled as he held the door open for Knockout, "If you can't do anything useful, then stay out of my way."

"Um, are you going to tell Motormaster about this?" Knockout asked timidly as he inched closer to the exit; afraid it was all a trap.

"No, not this time," Breakdown told him, "But if you ever do this again I'll kill you myself."

"And...Tracks?" Knockout ventured to ask.

"That's up to him," Breakdown replied ominously, "Either way, it no longer concerns you. Now get out before I change my mind."

"Yes, sir," Knockout replied defeatedly as he hung his helm and trudged out the door.

The medbay door slammed unceremoniously behind him, and Knockout walked back to his quarters to try to forget what was likely happening to his best friend behind the closed doors of the medbay. The longer he was alone however, the more he thought about it. He felt as if he personally had betrayed his former friend and everything his family had stood for. After a few breems of lonely contemplation it was too much for him to handle, and Knockout finally broke down and cried.


	4. Lord Commander

_Author's Notes: Oh my goodness! It has been almost a year since I last updated this fic! I feel so weird posting a new chapter after so long, but this idea was too good to just let it die. I actually stopped writing this for a while because I had writer's block. I knew vaguely where I wanted this to go, but wasn't sure how to get there. Hopefully this is the start of finishing this story. For those of you willing to read this far, thank you for checking out my fic "Breaking Things Down", and I would love it if you left a review :)_

* * *

Chapter 4

Lord Commander

Many vorns passed as the war for Cybertron dragged on. Hundreds of thousands died in the war on both sides as well as neutrals. Eventually even the planet itself could not withstand the assault on its structural integrity, and life ceased to grow. The crystals died out, the animals became extinct one by one, and soon all that was left was the scraplets to devour the dead and dying.

Among the many that died was the majority of Motormaster's unit, as well as Motormaster himself. Breakdown and Knockout survived despite everything that was thrown at them, and they continued to move from unit to unit. Knockout couldn't remember the names of most of his fellow Decepticons anymore, but he knew he was protected no matter what happened. It wasn't that he trusted his cohorts, oh no, it was just that he was aware that medics were rarer than ever before and therefore were protected above even the commanders.

Knockout and Breakdown were no longer on Cybertron. No one was on Cybertron, since it could no longer sustain life. Fortunately there were planets that could produce energon as well as planets where the ancients had stored energon. They were no longer with a unit of Decepticons since there were so few left now. The two of them were all alone except for occasions where they would get a call from an outpost begging for assistance. Sometimes they would stay with a group of Decepticons or neutrals and have fuel for the orn while they repaired the injured, but most of the time they foraged like a couple of scavengers digging through the trash.

This lifestyle had forced Knockout to become stronger and more resilient. He kept his emotions closer to his spark and projected a confident and smug attitude to the rest of the universe. Deep down he lived in a constant state of fear and uncertainty, but his outward appearance was sarcastic and shiny.

Another quirk that had developed in Knockout was a compulsive need to polish his paint job and look his best no matter where he was. It didn't matter whether or not anyone would notice him; he simply had to be the best looking thing in the room. It was a way for him to prove to himself that everything was alright. When he was beaten he looked like scrap, but so long as he was shiny and clean everything was right with the world. His lustrous finish was the last remnant of his upper caste upbringing and he intended to keep it no matter what. He wore his pristine paint job like a suit of apex armor against the cruelties of life.

Knockout wasn't sure when it happened, but it seemed like lately his beautiful paint job lasted longer and longer. Breakdown was an unpredictable mech even after the hundreds of vorns they had spent together, but their relationship was a more comfortable one than it had been in the past. Breakdown seemed less inclined to hurt him, and would even talk to him for groons on end when he was in a good mood. It seemed that losing his brother had made Breakdown more willing to engage in a sort-of friendship with his slave.

Despite how calm things had become however, Knockout never forgot. Sure, he used his position to boss Breakdown around in public and he would even share a laugh or two with the big brute, but Knockout never forgot his place. He knew that despite how friendly Breakdown could seem in the moment that he was just a ticking time bomb waiting to go off and beat Knockout so senseless that buffing would be the least of his worries. Well, in theory. In practice Knockout always worried about his paint.

One orn while Knockout and Breakdown were hitchhiking on a Decepticon prison ship a comm signal was received calling for the best medic available for an important mission. The ship's captain told them the message came from a mech named Soundwave. The name meant nothing to Knockout, but the captain seemed to think it was a big deal. Curious about the jittery behavior of their host, Knockout asked Breakdown if he knew who Soundwave was.

"Soundwave? It's gotta be a prank," Breakdown dismissed the transmission, "That's Megatron's third in command and communications officer."

"Oh? So someone in Megatron's inner circle needs a medic," Knockout mused, "I wonder what happened."

"If Soundwave is the one that called, then Megatron must've authorized it," Breakdown reasoned, "We'd better go. This could be our chance to be part of an elite unit again."

"Are you _crazy_ , Breakdown?" Knockout exclaimed fearfully, "I'm not a real medic! I'm just a glorified scrub, and you're no better than I am! If Megatron finds out we're operating without a license then we'll both be executed!"

"Like they can find a real licensed medic in this day and age," Breakdown scoffed dismissively, "What few medics we had were claimed by the Autobots long ago, either by death or defection. Besides, you've been repairing mechs for years. You know what you're doing."

"Yeah, if it involves reconstructive surgery," Knockout retorted, "What if someone in Megatron's inner circle is dying, _huh_? All we'll be able to do is make them look good for the funeral, and then Megatron will shoot us both with his big scary arm cannon!"

"Well, orders are orders. We have to go," Breakdown pointed out, "Cheer up, Knockout. While we're there we'll get to hang out with the most powerful and cunning Decepticons in the universe. You should be happy."

"Yes, happy," Knockout muttered anxiously, "Lucky lucky us..."

* * *

The Nemesis, the flagship of the Decepticon war machine, was located on a planet called earth. Knockout and Breakdown had never heard of the place, but Knockout was relieved to learn it was inhabited by beings that loved to race cars.

In a rare moment of spontaneity, Knockout and Breakdown decided to touch down on the planet and spin their tires on the open road before going to meet with Megatron and his crew. In fact, Breakdown had been in such a good mood that he decided to allow Knockout to go to the Nemesis without him so he could search for something valuable to offer Megatron upon his arrival. Knockout didn't question it. He was so happy to not only get to race, but to go somewhere by himself for once in his miserable life. Knockout felt like for once things were finally going his way.

That had been Knockout's first big mistake. When they got to the Nemesis Knockout quickly discovered that the situation was much more dire than they had been led to believe. Starscream, Megatron's right hand mech, was currently acting leader of the Decepticons, and Megatron was hooked up to more tubes than a water park.

Knockout's second mistake had been underestimating his new boss. Starscream was a proud mech that believed flight modes were the only correct choice for a Decepticon, which instantly rubbed Knockout the wrong way. Knockout was used to his superior officers being big tough looking mechs like Breakdown and Motormaster, so when dealing with Starscream Knockout felt like he had the upper servo and constantly mocked the air commander's paper thin plating, tiny frame structure, and massive ego. Breakdown mostly kept quiet during the exchanges between Knockout and Starscream he was present for, and soon Knockout figured out why.

Starscream was a sadistic mech that enjoyed the feeling of power way too much. Instead of immediately tending to Megatron, Starscream had sent the new crew members out to collect an ancient Cybertronian artifact that turned out to be an energon harvester. That was when Knockout learned Optimus Prime and his Autobots were also on the planet, but Knockout wasn't worried. He survived the Decepticons, so he knew he could survive the Autobots. What he wasn't so sure he could survive was _Starscream_.

While working with the energon harvester Starscream had commented on how the device was a gift from ancient Autobots. Knockout reminded the commander of his and Breakdown's contributions in hopes of currying favor with the high ranking official, but instead was forced to cower and watch while Starscream sucked the life-sustaining energon from the plating of an innocent Vehicon bystander. The message was clear: contradict Starscream, disobey Starscream, or frag off Starscream and the two grounders would meet their painful end at his claws.

Of course the _claws_ part was more literal than Knockout had realized. Starscream had found one occasion to rip into his beautiful paint job with those claws, which had hurt even worse than Knockout thought it could. Fortunately when he returned to the medbay that night Breakdown didn't beat him. Since the injury was claw marks and not blunt force Breakdown couldn't add to the injuries without suspicion. To Knockout's surprise Breakdown had even buffed out the scratches for him.

Knockout's initial assessment of _Lord_ Starscream was that he hated him. That wasn't exactly news though. Knockout couldn't think of one kind Decepticon he had ever met in his life. He had spent over 5,000 earth years as a Decepticon, and yet there wasn't one mech or femme he could classify as decent. Needless to say this fact left Knockout feeling hollow and detached. He wasn't bitter, but he wasn't going to allow himself to feel pity should anything happen to his new commander.

* * *

Megatron coming out of his coma had been nothing short of a miracle. An ugly, awful miracle. Knockout could hardly believe that a mech so far gone could be revived, and naturally this made Knockout feel very nervous.

When Megatron had been comatose Knockout had conspired with Starscream to try to cut the warlord off life support. It wasn't that Knockout legitimately thought Starscream was a better leader. In fact, Knockout didn't care if the Decepticons ran themselves into the ground. No, what attracted Knockout to this devious plan was what Starscream had offered him in return: _power_. True, actual power.

Starscream's hatred of both Megatron and Soundwave was well known to Knockout by this time, so when Starscream wanted the medic to help him with his plan Knockout slyly hinted that making him the new second in command would sway him to aid Starscream. The seeker in his lust for power was more than willing to accept Knockout's terms, and it seemed like everything was going to go off without a hitch. Megatron would die, Starscream would rule, and Knockout would be given the authority to have Breakdown executed on trumped up charges of being an Autobot sympathizer. If this worked out Knockout even considered scanning a flight mode to appease his new master. It would be a sacrifice to never see the majesty of the world from the road again, but it was a sacrifice he was willing to make if it meant less pain and more acceptance.

There was one hitch in the duo's plans however... _Soundwave_. Soundwave was a powerful, scary, intelligent being that at this point in his life barely resembled a Cybertronian at all. His face plate was artificial, he had information-streaming tentacles implanted, and he even had a symbiote at his command. In short, Soundwave was the kind of mech that during the Golden Age would've made the evening news as some kind of killer mutant or something.

Knockout wasn't the only one afraid of Soundwave. He could see that even Starscream, their supposed _fearless leader,_ was extremely cautious around the dark blue and black mech. Soundwave insisted that Knockout and Breakdown work harder to repair Megatron, so work harder they did.

Unfortunately for these two _work harder_ meant buffing the comatose gladiator until he sparkled in the dim light of the Nemesis. Seriously, how did they expect a medic to work in this dark shadowy ship?

Knockout, even if he was motivated to save Megatron's life, didn't actually know how to do so. He had no experience with such massive injuries, and Breakdown apparently didn't either since he likewise was mostly just working the rotary buffer. It would've been funny if Knockout wasn't afraid of being eviscerated by Soundwave and his symbiote, which was apparently a bird made of knives. Yeah, that would help Knockout to sleep peacefully in this floating metal death trap of a vessel.

It still wasn't entirely clear what had happened, but somehow two Autobots and a human had intruded aboard the Nemesis, and their interference had somehow saved Megatron's life and forced him out of stasis. Knockout still couldn't explain that one, but the next day that would be the furthest thing from his processor.

When Knockout awoke he took a small cube of energon out from under the berth in his quarters and drank up. He had a habit of hiding energon both so he could refuel alone and so that Breakdown couldn't starve him if anything went wrong. He just hoped Breakdown never found out where his current stash was, as Knockout would need his strength to serve Megatron. There was one mech he _definitely_ didn't want to displease.

There was a knock on his door, a very familiar knock, and Knockout gasped and quickly shoved the cube under his berth before the door opened to admit Breakdown.

"Good morning, Breakdown," Knockout replied with forced cheerfulness, "What can I do for you? Is there anything I can get you?"

Knockout never used the word _sir_ anymore since no one could know he was Breakdown's slave, but his servile attitude did enough to convey his obeisance to his boorish master.

"You gotta get to the medbay Knockout," Breakdown replied in a casually serious tone, "Remember when Lord Megatron dragged Starscream away yesterday?"

"Yes..." Knockout replied hesitantly; not liking where this was going.

"Well, Starscream was dropped off this morning," Breakdown replied, "Soundwave helped me do the stabilization stuff, but Starscream is going to need some _expert care_. Heh heh heh. So get going, Doc."

"Of course. Right away," Knockout muttered without enthusiasm of any kind, afraid of being abused by his patient for failing him.

Knockout tried to calm himself as he trudged to the medbay. If Starscream was injured then surely he wouldn't kill his only (allegedly) qualified medic. Still though, Knockout had failed to properly follow Starscream's orders during their last mission together, and Knockout had even been snarky with 'Lord Starscream'. Now that Megatron was back and Starscream's chances at glory were ruined, he would surely be angry and want to exact his vengeance on someone. Knockout _really_ didn't want to be that someone.

When Knockout actually arrived at the medbay he was taken aback by what he saw. Starscream looked utterly broken, and he had as many tubes and hoses running through his body as Megatron had. His vents were loud and labored through the intake assistance machine, and the seeker looked nearly dead already. Knockout knew Megatron had disciplined him, but he had no idea it would be this bad. Even Motormaster and Breakdown had never been so merciless in their beatings!

"Uhn..." Starscream moaned, and Knockout was surprised the seeker was actually awake.

"Starscream? Can you hear me?" Knockout asked cautiously, "It's Knockout."

"I...know...who you...are...idiot," Starscream breathed as he tried to avoid a coughing fit, "What...do you...want?"

"Um...Well, first of all, can you tell me if you're experiencing any pain?" Knockout asked awkwardly; still trying to get over his shock at seeing Starscream like this.

"There is only pain," Starscream rasped before breaking down and coughing.

Knockout cringed at the sight. True, he had seen patients in worse shape before, but this was different. Starscream had been a threatening presence in Knockout's life since coming aboard the Nemesis. Sometimes he was a dictator, and other times a co-conspirator. Either way, Starscream was confident, vital, and cunning. This just looked so...wrong.

"I'm going to give you some pain killers," Knockout announced as he walked over to Starscream's berth and began to fiddle with some of the wires, "Let me know when they start to take effect."

"I swear by all that is...*cough*...I swear by all that is fair in the universe," Starscream said with a shaky voice, "...Megatron will pay for this indignity. I will *cough* kill him someday. He will be...sorry he did this to me."

"There, there, commander," Knockout said soothingly as he injected the pain killers into Starscream's IV, "You'll feel better soon. Just give it a couple breems."

"I hate him," Starscream whispered, though his optics were closed so Knockout didn't know if Starscream was directly addressing him, "All these vorns I've pretended to idolize him. I've cowered in fear...and I've flattered him at every turn. I waited patiently for...any sign...that the war would end. He almost killed me this time, and I never felt more afraid in my life. However, for a brief moment...just a moment, I thought...I'm free. He knows. I...don't have to...pretend anymore. I can finally hate him."

Knockout went about his business and let Starscream talk. If anyone recorded them and asked about Starscream's ramblings Knockout would simply attest that it was the result of the pain killers altering his processor. It wasn't though. It was probably the first shred of honestly Knockout had ever heard from the opportunistic seeker, and he couldn't help but turn away from everything and silently cry.

Those words. Those words had been imprinted on Knockout's spark ever since he met Breakdown. He hated him, yet he was never free to express it. He wanted him dead, but still had too much compassion left to do it himself. He flattered Breakdown and pretended to be his friend, but only out of fear. He loathed Breakdown, and now he heard those same words from a different mech about a different cruel Decepticon master.

How did Starscream do that? Knockout couldn't believe it. He actually felt _sympathy_ for _Starscream_. Out of all the mechs on board the Nemesis, he never would've guessed that Starscream would be the one to understand his plight. Maybe there was still hope. Maybe someday he and Starscream could be friends. Maybe they could find a way to band together and defeat those that had hurt them for so long. Maybe Knockout wasn't alone in his misery anymore.


End file.
